PUBLIC ANNOUNCEMENT FOR ATTENTION OF THE EQUITY SHAREHOLDERS OF
RAJATH FINANCE LIMITED
This is in connection with the Public Announcement (PA) by MEHTA INTEGRATED FINANCE LIMITED (MIFL) as Manager to the Offer on behalf of Unicorn Holdings Private Limited (the Acquirer) and Shri. Chamanlal V. Kamani, Shri Rashmi C. Kamani and Shri Deepak C. Kamani (PACs) to the shareholders of Rajath Finance Limited (The Target Company) made on 29-10-2003 pursuant to SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 1997 and subsequent amendments thereto [SEBI (SAST) Regulations].
SEBI vide its letter No. DCR/MM/04/3371 dated 17th February 2004 addressed to MIFL has advised to make a Public Announcement regarding changes suggested by them in respect of the said Offer. Accordingly the shareholders of the Target Company are requested to note the following changes :
Schedule of Activities
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Activity
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Original Schedule
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Revised Schedule
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Date of PA
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Wednesday, 29-10-2003
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Wednesday, 29-10-2003
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Specified Date
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Tuesday, 11-11-2003
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Tuesday, 11-11-2003
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Last date for a Competitive Bid
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Friday, 14-11-2003
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Friday, 14-11-2003
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Letter of Offer to be posted to the shareholders
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Monday, 01-12-2003
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Monday, 12-04-2004
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Date of opening of the Offer
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Friday, 12-12-2003
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Friday, 16-04-2004
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Last date for withdrawing acceptance from the Offer
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Tuesday, 06-01-2004
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Tuesday, 11-05-2004
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Date of closing of the Offer
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Saturday, 10-01-2004
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Saturday, 15-05-2004
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Last date for revising the offer price / Number of shares
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Friday, 02-01-2004
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Thursday, 06-05-2004
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Date of communicating rejection/acceptance and payment of consideration for applications accepted
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Friday, 30-01-2004
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Monday, 31-05-2004
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The Acquirer had earlier made announcement through PA dated 29-10-2003 to acquire 11,57,680 Equity shares of Rs. 10/- each representing 28.94 % paid up Equity Shares capital of the Target Company. The Acquirer has revised the offer size and now intends to acquire 8,00,000 Equity Shares representing 20.00% of the paid up Equity Share Capital in the Target Company.
The Acquirer intends to acquire the above shares at a price of Rs. 10/- per share plus interest thereon @ 10 % per annum for a period from 01-06-2004 till the actual date of payment. Considering the date of payment of 31-05-2004, the Offer Price including the amount of interest would be Rs. 11.00 per share. Incase of delay of payment beyond 31-05-2004, interest @ 10 % per annum for a period from 01-06-2004 until the actual date of payment would also be paid over and above Rs. 11.00 per share.
4. The Acquirer through oral agreement had acquired 2,06,760 Equity Shares representing 5.17% of the shares in the Target Company for cash at a price of Rs. 10/- per share from shareholders belonging to public category. Pursuant to the acquisition of the said 5.17% shares, the Acquirer violated the provisions of Regulation 11(1) and 14(1) of the SEBI (SAST) Regulations, and therefore, SEBI vide its Order No. CO/25/04/2003/TO dated 30-04-2003, directed the Acquirer to make an open offer to the shareholders of the Target Company. The Acquirer is accordingly making the Offer.
None of the Acquirer, PAC, deemed PAC or the Target Company has been prohibited by SEBI from dealing in securities in terms of direction issued under Section 11B of the SEBI Act. SEBI vide Order dated 16-06-2003 has initiated adjudication proceedings against the Acquirer under Section 15H (ii) of the SEBI Act, 1992 for the contravention of Regulation 11(1) read with Regulation 14(1) of the SEBI (SAST) Regulations for the failure to make PA pursuant to acquisition of 5.17% shares in the Target Company. No other action has been initiated against the Acquirer/PACs/deemed PAC/Target Company under any of the Regulations of the SEBI Act, 1992.
5. Depending upon the response to the offer, the public holding of the Equity Shares of the Target Company is likely to fall below 10% of the paid-up capital, consequent to this offer and hence, may not satisfy continuing listing requirements of the Stock Exchanges. In such event, the Acquirer intends to exercise the delisting option provided in the Regulations by exercising the delisting option provided in the SEBI (SAST) Regulations and the Acquirer shall comply with the provisions of the SEBI (Delisting of Securities) Guidelines, 2003.
The Acquirer does not have any plan to dispose of or otherwise encumber any assets of the Target Company in the two years from the date of closure of the Offer except in the ordinary course of business of the Target Company. However, reorganization and/or streamlining of various businesses may be considered for commercial reasons and operational efficiency. Further the Acquirer undertakes not to sell, dispose of or otherwise encumber any substantial assets of the Target Company, except with prior approval of shareholders of the Target Company.
7. Troupe International Limited (TIL) promoted and controlled by the PACs is holding 16,87,100 equity shares representing 42.18 % of the paid up Equity Share Capital of the Target Company. Accordingly, it is treated as deemed PAC. Mr. Chamanlal V. Kamani and Mr. Rashmi C. Kamani are the directors of TIL.
TIL was incorporated on 08-05-1998. It is an Overseas Boby Corporate engaged in Lending and Investment. It has lent moneys and made investments in the share capital of group or associates companies. It has earned negligible income by way of interests and dividends. The operations are stagnant and the Company has not been very active since last three years.
The Net worth of TIL was Rs. 1863.80 Lacs on 30-09-2003 against the equity capital of Rs. 1940.70 Lacs.
8. The Net Worth of Shri Chamanlal V. Kamani , Shri Rashmi C. Kamani and Shri Deepak C. Kamani (the PACs) as on 29-10-2003 is Rs. 588.51 Lacs, Rs. 4843.12 Lacs and Rs. 2253.60 Lacs respectively as on 29-10-2003 i.e. the date of PA. The Net Worth of TIL, the deemed PAC on the said date was Rs, 1863.85 Lacs.
The above Net Worth of all the parties are duly certified by S G Buptani & Associates, Chartered Accountants, (Membership No. 107361) 201, Royal Corner, Opp. Rajkot Colour Lab, Dr. Yagnik Road, Rajkot – 360 001.
9. The negotiated price under oral agreements was Rs. 10/- per share. The Acquirer had acquire 2,06,760 Equity Shares representing 5.17% of the paid up Equity Capital of the Target Company at the said Negotiated price of Rs. 10/- per share.
10. Assuming full acceptance, the total fund requirement to meet this offer is Rs. 88,00,000/-. In accordance with Regulation 28 of the Regulations, the Acquirer is required to create an escrow account for Rs. 22,00,000/- being 25% of the total consideration payable under the Offer. As against this, the Acquirer has created an escrow account in the form of Fixed Deposit of Rs. 32,00,000/- with Corporation Bank, Dhebar Road, Rajkot - 360 001, and a lien has been marked on the said amount in favour of Manager to the Offer. viz. Mehta Integrated Finance Limited.
11. The Acquirer, PACs, deemed PAC and the sellers of 5.17% shares of the Target Company are not eligible to participate in the offer.
12. The share certificate, transfer deed and the Form of Acceptance cum Acknowledgement, Form of Withdrawal should be sent only to the Registrar to the Offer at the addresses mentioned above and not to the Acquirer, PAC, deemed PAC, the Target Company, the sellers of 5.17% shares and/or parties to the agreement.
13. If the number of shares offered for sale by the shareholders are more than the shares agreed to be acquired under this Offer, the Acquirer shall accept the offers received from the shareholders on a proportional basis in consultation with the Manager to the Offer and in accordance with Regulation 21(6) of the SEBI (SAST) Regulations.
14. In accordance with Regulation 22(A) of the SEBI (SAST) Regulations, 1997, shareholders shall have the option to withdraw acceptances tendered up to three working days prior to the offer closing date i.e. 11-05-2004.
The withdrawal option can be exercised by submitting the duly signed Form of Withdrawal as enclosed herewith together with the copy of acknowledgement, if any, received from the Registrar to the Offer by tendering the shares, so as to reach Registrar to the Offer either by hand delivery or by Registered Post on or before 11-05-2004. In case of non-receipt of the Form of Withdrawal, the withdrawal option can be exercised by making an application on plain paper stating name, addresses, distinctive numbers, certificate numbers, folio number and the number of shares tendered/withdrawn.
The shares withdrawn by the shareholder would be returned by Registered Post.
MANAGER TO THE OFFER: REGISTRAR TO THE OFFER:
MEHTA INTEGRATED FINANCE LIMITED INTIME SPECTRUM REGISTRY LIMITED
003, Law Garden Apartments, Scheme – I 211, Sudarshan Complex, Near Mithakhali Underbridge,
Opp. Law Garden, Ellisbridge, Ahmedabad – 380 006 Ahmedabad – 380 009
Contact Person : Mr. Krupal Amin Contact Person : Mr. Hitesh Patel
ISSUED ON BEHALF OF UNICORN HOLDINGS PRIVATE LIMITED (ACQUIRER) AND SHRI CHAMANLAL V. KAMANI, SHRI RASHMI C. KAMANI & SHRI DEEPAK C. KAMANI (PACs)
Date: 07.04.2004 Place: Rajkot